Attraction
by shadowrose6x
Summary: The sway of her hips when she walked, the way her curves were defined with the clothes she wore, Ben noticed it all. Her presence drove him crazy and he was intoxicated by her. From her lush lips, emerald eyes, to the fiery red hair, yeah he was in love.


**It's so sad that Ben 10: Ultimate Alien has ended :( the series finale was too short and what about Eunice or Elena they were left unfinished, and the promos for Omniverse just look...ridiculous, the animation is completely different however I'm going to try and give it a chance. This is based off of this one moment in 'The Enemy of My Frenemy' where Gwen bends over the table to get her point across to Kevin with Ben by her side. Yeah I guess inspiration hit me so here goes. :]**  
_**Disclaimer: I don't own Ben 10, ManOfAction does.**_

"Kevin, Adwaita is an evil oppresive dictator, don't you think we have a moral obligation to help fight him?" said Gwen while Ben agreed with a "Yes" and Kevin stubbornly replied "No" ... Leaning over the table Gwen narrows her eyes at Kevin making sure he heard her loud and clear. Kevin laid down on the sofa "Alright, you guys can go and find Charmcaster tell me how it turns out 'kay?" She stayed bent over glaring at him not noticing that Ben was staring at her rear, clearly enjoying the view. His cheeks tinged with pink as he tried to shake off his thoughts from her and brought his mind back on focus about Charmcaster's reappearance in Ledger Domain. "Uh, guys I'm gonna go do some homework so don't bother me any time soon." He was getting up just as Gwen was sitting down and bumped into her rear, "Ow.." Ben mustered up an apology, "S-sorry that was my...hip, I need to go." Gwen stared at the back of his head as he walked upstairs to his bedroom, 'Ben in a rush to do homework? Since when do you see that happening?' however she waved it off and went back to procuring a plan with Kevin who sat there bored waiting to leave.

Back upstairs, Ben was in his room trying to get his mind under control as his mind rushed with unexplainable images of what he wanted to do with Gwen right now. "Ugh what is wrong with me?" he looked down and saw the very noticeable bulge which had formed. 'Oh great now i need to deal with this...' he decided a quick shower would help him get some privacy and clear out his head and current state. Stripping himself off of his clothes he wrapped a towel around himself to prepare for the shower. Meanwhile downstairs Gwen was still talking with Kevin to convince him to go into Ledger Domain, "Alright, we'll go in tomorrow and help Charmcaster I'll be leaving now." Kevin eagerly shot up off the sofa and headed back out to his car to head home. "Bye Gwen!" "Bye Kevin!" Closing the door Gwen headed upstairs to go see what Ben was up to, he'd been awfully quiet this whole time. She opened the door and found Ben sitting on his bed but just in a towel.

She blushed at the sight but soon her eyes traveled downwards to his waist and noticed his 'condition' making her cheeks darken even more as Ben attempted to keep his eyes off of her while fighting off his urges to run his eyes all over her shaped, hourglass figure. Ben was even more embarassed to have her see him with an erection, but her being the cause of it didn't help much as he would just get more turned on. Gwen's face went tomato-red as she realized that it wasn't Ben's hip she had bumped into earlier but his boner. Yeah things just got awkward for these two.

To say he was in love was true, but he was fully intoxicated with Gwen and had hidden desires deep within. How could he tell his cousin that he was in love with her, society would look down upon them, what woud their friends and family think? What would Gwen think? His mind flooded with thoughts upon her entrance. Slowly he got up and began walking over towards Gwen, in a trance-like state. "B-Ben what're you doing?" asked Gwen seeing that Ben was approaching her with a hungry look in his eyes, she knew that look meant some serious stuff. He looked completely dark and sinister as he walked over to her just clad in his towel, nonetheless he still looked quite attractive, he looked hot to say the least, with his brown hair hung down over his green eyes and toned body openly visible, this is just what every girl dreamed of seeing.

Approaching Gwen, Ben took hold of her hands and pushed her onto his bed, keeping her arms above her head as he climbed on top of her. He leaned in gently brushing his lips onto hers emitting a soft moan from her, both pairs of emerald eyes locked at each other and then he blinked suddenly aware of what he was doing, "Gwen! I-I'm sorry I didn't mean to- please don't hate me." She only gave him a soft stare and felt his emotions soaring, his aura radiating feelings of true love and passion. "Ben, exactly how do you feel about me?" He looked up at her seeing that she was being serious, "What do you mean?" "These emotions I'm feeling from you, they're...intense" His eyes went wide, she knew about his hidden feelings.

There was nothing to hide now, he just swooped down and crashed his lips onto hers. They moved their mouths against each others in sync softly moaning as Ben licked her lower lip. They broke the kiss after what seemed like eternity, gasping. "Hope that answered your question." Ben replied smiling at her slyly, she looked like she enjoyed it a lot as she licked her lips still in shock. Taking hold of her waist, Ben began to grind his rod against her throbbing heat making them both moan loudly. Gwen regained her composure and stared into his bright green eyes hands going south to his unattended to situation, "Ben...I love you." she moaned in a low and sultry voice into his ear. He heard her clearly and it sent his heart racing. Their lips met for another heated kiss as Ben brought his hands to her hair releasing it, and began to undress her with need and impatience. They were both lost in the heat of the moment and were naked within seconds as Gwen tore off Ben's towel eyeing him provocatively.

Both ran their eyes over the others body, enjoying the sight. "Wow...your clothes are certainly good at hiding your -ahem- assets." Ben said seeing her breasts in full view, which were much larger once free of her bra. "Well you shouldn't be talking." Gwen replied smiling at his marvelous 9-inch dick which was sure to please. He grinned, "Touche". Reveling at the toned skin, they had their hands all over each other touching, teasing, and arousing the other. Their chests touching, Gwen's soft breasts on Ben's toned hard pecs made them arch their backs in pleasure. Ben trailed his fingers down her sides loving every touch of her smooth skin and luscious curves, lips still connected he snuck in a finger into Gwen's pussy fingering her as she moaned in bliss into his mouth. Gwen softly chewed on his upper lip as Ben tugged on her lower lip running his finger up and down her wet pussy. Gwen was lost in ecstasy from his tantalizing touch so she decided she'd have some fun of her own and took his hard-on in her hand pulling as Ben's eyes widened. They were both moaning at each others touch with Ben fingering like there was no tomorrow and Gwen running her hands all over his erection.

Giving in to temptation they broke their kiss, Ben left a trail of butterfly kisses across her jawline and down her neck stopping to suck on the soft skin of her collarbone. He stuffed his face into her chest as she fisted his hair in her hands gasping. He licked down the valley between her breasts and then went to work on her nipples, sucking the hard pebbles. Gwen was in 7th heaven right now, 'Boy does he now how to please a girl' she thought as she felt his hot breath descending down towards her wet pussy, she could only wriggle in anticipation.  
Ben got on his knees and bent his head down onto her dragging his tongue along her pussy enjoying the fact that she was shuddering at the feel of his tongue, he decided to tease some more and flicked his tongue on her clit with fervor. Gwen took hold of his hair once more and held his head there tightly as he wriggled his warm tongue into her, she moaned making it clear that she was enjoying this. His warm wet tongue felt ridiculously good inside of her and she could only imagine what having him inside of her would feel like. Ben was shoving his tongue ferociously into her, like a wild animal. "Ohh Ben...I'm gonna cum!" Gwen screamed and within seconds she came into his mouth as he licked it all up with a smile.

Gwen then got up and grabbed his shoulders purring into his ears "It's my turn now." as she laid him across the bed and then gently kissed his lips making him eager to have her lips on his now twitching member. Getting back at him for teasing her she fingered the contours of his abs and bulky biceps mentally moaning at how hard and muscular his body was. She eyed Ben as she licked the tip of his penis, nibbling on it softly and running her tongue along the slit at the tip feeling pre-cum oozing already. It was Ben's turn to moan as he took hold of her fiery hair and held her head. Gwen tantalizingly licked him up and down top to bottom and along the sides getting him harder than ever and then took him whole into her mouth at which Ben's eyes were popping. He could feel the back of her throat as she bobbed her head up and down on his rod and then swirling her tongue over his tip did it for him. With a loud scream "Gwennn!" Ben shot into her mouth and she gladly swallowed every drop of his release savoring the taste.

Ben was lost in oblivion until Gwen climbed onto him once again and ground herself onto him making him hard once again. With a sudden flip Ben was back on top and positioned himself at her entrance. He looked into her eyes once more and with a serious yet caring voice asked her "Gwen, this is going to hurt a-are you sure you want to continue?" Gwen smiled up at him, he had really matured, from the 10 year old doofus that he was he was to the 16 year old hero he is now, always putting others first and developing into a caring man. "Ben, after spending these 6 years together I'm sure I love you and right about now I want and need you." she replied empasizing on the want and need. "Fuck our morals Ben, just shut up and fuck me!" she needed to say no more as he grabbed her petite hips, and pushed his tip into her. Then with a swift move penetrated deep into her while breaking her hymen and claiming her virginity.

Gwen whimpered softly at the pain, but it subsided seconds later and then they both began moving against each other rhythmically. Ben vigorously thrusting into her while they both moaned at the sweet friction causing the pleasure to grow tenfold. Gwen held onto Ben's back while he thrust continuously complying to her demands when she screamed "Harder!" or "Faster!". Gwen felt herself tightening around Ben's length, "Ben I'm cumming!" she screamed throwing her head back and then let out a loud cry of delight and relief as she erupted. With a final thrust Ben gave way feeling her pussy clenching around him and kissed her moaning louly into her mouth as he came once more shooting burts of white hot cum into her while Gwen's grip on his back tightened sure to leave nail marks, but right now both gave a sigh of anguish and content. They slouched atop each other panting with a satisfied smirk on their faces. "I came up here to shower, so might as well go clean up now" Ben winked at her getting back up with his towel in hand. Gwen grabbed his hand and got up too while sensually whispering sweetly into his ear, "I'll join I need to clean up too," she said mentioning her dripping pussy "besides we'll save water that way." Ben grinned naughtily "I like how you think."

With that they went for a much needed shower after the heated moment they shared and Gwen came out first getting dressed into her panties and one of Ben's shirts which fit her well, just very baggy. He came out shirtless in his boxers, and wet hair, looking hot. Gwen raised an eyebrow at his boxers which had pictures of ridiculously happy pickles on them, she looked closer and it read 'Tickle My Pickle' she laughed at how immature he could be sometimes, it was cute though. He noticed her laughing and smirked, "Wanna tickle my pickle Gwen?" she stuck her tongue out at him and pounced him onto his bed kissing him. "Gwen, what if you get pregnant?" Ben said in realization, she only smiled in reply, "I used a contraception spell before we did it." Her smile slowly faded however, "Ben what would you do if I really got pregnant?" he looked at her sternly and gave a smile "I'd take responsibility as the father and be there for you." She felt herself melt at how sweet he could be and gave him a loving kiss pouring in all her emotions. They broke free and succumbed to the sleep overtaking them after a tiring day.

**Well what did you think? I didn't mean to make it mushy. Leave a review please i would appreciate it very much guys, you know its so sad Ben and Gwen are cousins well for people who ship Bwen at least :( it ruined my hopes for this couple on-screen...well thats where FanFiction comes in. :) **


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